SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    FORM 10-Q

(Mark One)

 X   Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act
---  of 1934
     For  the  quarterly  period  ended  September  30,  2002.
                                         --------------------

     or

     Transition Report under Section 13 or 15(d) of the Securities Exchange Act
---  of 1934
     For the transition period from _______________ to ________________.

                          Commission File No.  0-23980
                                               -------

                       Georgia Bank Financial Corporation
                       ----------------------------------
             (Exact name of registrant as specified in its charter)

           Georgia                                       58-2005097
           -------                                       ----------
   (State of Incorporation)                 (I.R.S. Employer Identification No.)

                    3530 Wheeler Road, Augusta, Georgia 30909
                    -----------------------------------------
                    (Address of principal executive offices)

                                 (706) 738-6990
                                 --------------
                (Issuer's telephone number, including area code)

                                 Not Applicable
                                 --------------
    (Former name, former address and former fiscal year, if changed since last
                                     report)

     Check  whether  the  issuer:  (1) filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act during the past 12 months (or for such
shorter  period  that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.  Yes X  No
                                                                       ---   ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity,  as  of  the  latest  practicable  date:

     2,385,280  shares  of  common  stock, $3.00 par value per share, issued and
outstanding  as  of  September  30,  2002.


<PAGE>
                       GEORGIA BANK FINANCIAL CORPORATION
                                    FORM 10-Q
                                      INDEX
                                                                            PAGE
PART  I

   Item 1.  Financial  Statements  (Unaudited)

            Consolidated Balance Sheets as of September 30, 2002 and
                December 31, 2001                                              3
            Consolidated Statements of Income for the Three and Nine
                Months ended September 30, 2002 and September 30, 2001         4

            Consolidated Statements of Cash Flows for the
                Nine Months ended September 30, 2002 and September 30,
                2001                                                           6

            Notes to Consolidated Financial Statements                         8

   Item 2.  Management's  Discussion  and  Analysis  of
                Financial Condition and Results of Operations                 11

   Item 3.  Quantitative and Qualitative Disclosures about Market
                Risk                                                          21

   Item 4.  Controls and Procedures                                           21

PART II Other Information

   Item 1.  Legal Proceedings                                                  *

   Item 2.  Changes in Securities                                              *

   Item 3.  Defaults Upon Senior Securities                                    *

   Item 4.  Submission of Matters to a Vote of Security Holders                *

   Item 5.  Other Information                                                  *

   Item 6.  Exhibits and Reports on Form 8-K                                   *

Signature                                                                     23

*    No information submitted under this caption


                                        1
<PAGE>
                                      PART I
                              FINANCIAL INFORMATION




                                        2
<PAGE>
<TABLE>
<CAPTION>
                GEORGIA BANK FINANCIAL CORPORATION AND SUBSIDIARY
                           Consolidated Balance Sheets
                                   (Unaudited)

                       ASSETS
                                                   September 30,    December 31,
                                                       2002             2001
                                                  ---------------  --------------
<S>                                               <C>              <C>
Cash and due from banks                           $   15,892,830   $  13,844,022
Federal funds sold                                     4,603,000       1,149,000
Interest-bearing deposits in other banks                 517,118         516,878
                                                  ---------------  --------------
    Cash and cash equivalents                         21,012,948      15,509,900

Investment securities
  Available-for-sale                                 126,199,997     103,599,535
  Held-to-maturity, at cost (fair value of
    $6,667,837 and $7,569,719, respectively)           6,375,930       7,453,215

Loans held for sale                                    5,521,699       9,185,059
Loans                                                377,281,921     330,484,798
  Less allowance for loan losses                      (6,145,853)     (5,109,447)
                                                  ---------------  --------------
    Loans, net                                       376,657,767     334,560,410

Premises and equipment, net                           12,444,342      12,418,033
Accrued interest receivable                            3,507,803       3,330,411
Intangible assets, net                                   166,571         246,635
Other assets                                           4,231,250       4,425,732
                                                  ---------------  --------------

                                                  $  550,596,608   $ 481,543,871
                                                  ===============  ==============

          LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
  Noninterest bearing                             $   67,065,111   $  56,802,063
  Interest bearing:
    NOW accounts                                      59,675,973      48,819,392
    Savings                                          149,863,261     127,052,190
    Money management accounts                         27,028,373      23,819,452
    Time deposits over $100,000                       83,303,577      61,635,262
    Other time deposits                               39,614,298      51,020,238
                                                  ---------------  --------------
                                                     426,550,593     369,148,597
Federal funds purchased and securities sold
  under repurchase agreements                         43,648,204      32,456,383
Advances from Federal Home Loan Bank                  30,000,000      35,000,000
Other borrowed funds                                   1,000,000       1,000,000
Accrued interest and other liabilities                 4,207,380       3,940,297
                                                  ---------------  --------------
      Total liabilities                              505,406,177     441,545,277
                                                  ---------------  --------------

Stockholders' equity
  Common stock, $3.00 par value; authorized 10,000,000
    shares; issued 2,404,051 in 2002 and 2001;
    outstanding 2,385,280 in 2002 and 2001             7,212,153       7,212,153
  Additional paid-in capital                          30,586,925      30,586,925
  Retained earnings                                    5,840,287       1,461,309
  Treasury Stock, at cost, 18,771 shares                (507,360)       (507,360)
  Accumulated  other comprehensive income              2,058,426       1,245,567
                                                  ---------------  --------------
      Total stockholders' equity                      45,190,431      39,998,594
                                                  ---------------  --------------

                                                  $  550,596,608   $ 481,543,871
                                                  ===============  ==============

See accompanying notes to consolidated financial statements.
</TABLE>


                                        3
<PAGE>
<TABLE>
<CAPTION>
                          GEORGIA BANK FINANCIAL CORPORATION AND SUBSIDIARY
                                  Consolidated Statements of Income

                                             (Unaudited)

                                                       Three Months Ended       Nine Months Ended
                                                         September  30,           September  30,
                                                     ----------------------  ------------------------
                                                        2002        2001        2002         2001
                                                     ----------  ----------  -----------  -----------
<S>                                                  <C>         <C>         <C>          <C>
Interest Income:
  Loans, including fees                              $6,313,600  $6,715,133  $18,136,196  $20,110,741
  Investment securities                               1,679,996   1,492,678    5,050,156    4,169,423
  Federal funds sold                                     43,138     148,626      109,278      393,802
  Interest bearing deposits in other banks                4,016       6,720       13,473       21,897
                                                     ----------  ----------  -----------  -----------
    Total interest income                             8,040,750   8,363,157   23,309,103   24,695,863
                                                     ----------  ----------  -----------  -----------

Interest Expense:
  Deposits                                            2,150,354   3,162,567    6,518,898   10,062,338
  Federal funds purchased and securities sold
    under repurchase agreements                         166,100     145,647      468,664      599,844
  Other borrowings                                      494,432     477,418    1,474,615    1,286,042
                                                     ----------  ----------  -----------  -----------
      Total interest expense                          2,810,886   3,785,632    8,462,177   11,948,224
                                                     ----------  ----------  -----------  -----------

Net Interest Income                                   5,229,864   4,577,525   14,846,926   12,747,639

Provision for loan losses                               789,096     405,000    1,873,914    1,200,000
                                                     ----------  ----------  -----------  -----------

Net interest income after provision for loan losses   4,440,768   4,172,525   12,973,012   11,547,639
                                                     ----------  ----------  -----------  -----------

Noninterest Income:
  Service charges and fees on deposits                1,112,141     633,354    3,267,795    1,968,833
  Gain on sale of loans                               1,667,854   1,093,858    4,042,738    2,553,258
  Investment securities gain, net                       118,147       3,718      171,013       18,702
  Retail investment income                               49,242      37,639      188,672      140,717
  Trust service fees                                     57,839      33,651      155,044       93,648
  Miscellaneous income                                  107,402     125,045      301,793      361,521
                                                     ----------  ----------  -----------  -----------
Total noninterest income                              3,112,625   1,927,265    8,127,055    5,136,679
                                                     ----------  ----------  -----------  -----------

Noninterest Expense:
  Salaries                                            2,344,056   2,087,036    6,623,229    5,743,985
  Employee benefits                                     716,217     561,846    2,266,876    1,628,778
  Occupancy expenses                                    577,230     556,888    1,718,863    1,532,516
  Other operating expenses                            1,412,959   1,025,286    3,878,120    2,947,145
                                                     ----------  ----------  -----------  -----------
    Total noninterest expense                         5,050,462   4,231,056   14,487,088   11,852,424
                                                     ----------  ----------  -----------  -----------

      Income before income taxes                      2,502,931   1,868,734    6,612,979    4,831,894

Income tax expense                                      842,000     631,000    2,234,000    1,592,724
                                                     ----------  ----------  -----------  -----------

      Net ncome                                      $1,660,931  $1,237,734  $ 4,378,979  $ 3,239,170
                                                     ==========  ==========  ===========  ===========
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
                     GEORGIA BANK FINANCIAL CORPORATION AND SUBSIDIARY
                             Consolidated Statements of Income

                                     (Unaudited)

                                             Three  Months  Ended     Nine  Months  Ended
                                                September  30,          September  30,
                                            ----------------------  ----------------------
                                               2002        2001        2002        2001
                                            ----------  ----------  ----------  ----------
<S>                                         <C>         <C>         <C>         <C>
Basic net income per share                  $     0.70  $     0.52  $     1.84  $     1.36
                                            ==========  ==========  ==========  ==========

Diluted net income per share                $     0.69  $     0.52  $     1.83  $     1.35
                                            ==========  ==========  ==========  ==========

Weighted average common shares outstanding   2,385,280   2,385,280   2,385,280   2,385,280
                                            ==========  ==========  ==========  ==========

Weighted average number of common and
  common equivalent shares outstanding       2,400,563   2,391,477   2,396,322   2,391,218
                                            ==========  ==========  ==========  ==========

See accompanying notes to consolidated financial statements.
</TABLE>


                                        5
<PAGE>
<TABLE>
<CAPTION>
                                GEORGIA BANK FINANCIAL CORPORATION AND SUBSIDIARY
                                      Consolidated Statements of Cash Flows
                                                   (Unaudited)

                                                                                   Nine Months Ended September 30,
                                                                                        2002            2001
                                                                                   --------------  --------------
<S>                                                                                <C>             <C>
Cash flows from operating activities
  Net income                                                                       $   4,378,979   $   3,239,170
    Adjustments to reconcile net income to net cash
      provided by (used in) operating activities
      Depreciation and amortization                                                    1,028,867         913,072
      Provision for loan losses                                                        1,873,914       1,200,000
      Net investment securities gains                                                   (171,013)        (18,702)
      Net amortization (accretion) of premium / discount on investment securities        302,623         (41,501)
      Loss on disposal of premises and equipment                                          28,252          49,470
      Gain on the sale of other real estate                                               (5,923)           (132)
      Gain on sale of loans                                                           (4,042,738)     (2,553,258)
      Real estate loans originated for sale                                         (168,336,711)   (134,000,120)
      Proceeds from sales of real estate loans                                       176,042,809     130,868,648
      Net (increase) decrease in accrued interest receivable                            (177,392)         35,021
      Net increase in other assets                                                      (248,656)       (890,474)
      Net increase in accrued interest and other liabilities                             267,083         594,369
                                                                                   --------------  --------------
        Net cash provided by (used in) operating activities                           10,940,094        (604,437)
                                                                                   --------------  --------------

Cash flows from investing activities
      Proceeds from sales of available-for-sale securities                            12,750,167       7,057,721
      Proceeds from maturities of available-for-sale securities                       32,592,286      25,356,674
      Proceeds from maturities of held-to-maturity securities                          1,070,000       1,150,808
      Purchase of available-for-sale securities                                      (66,811,244)    (50,678,772)
      Purchase of Federal Home Loan Bank stock                                                 -        (550,000)
      Net increase in loans                                                          (47,700,610)    (36,774,598)
      Net purchase of premises and equipment                                          (1,061,140)     (2,598,570)
      Proceeds from the sale of other real estate                                         71,902          96,390
      Proceeds from the sale of premises and equipment                                    57,776          33,981
                                                                                   --------------  --------------
        Net cash used in investing activities                                        (69,030,863)    (56,906,366)
                                                                                   --------------  --------------

Cash flows from financing activities
      Net increase in deposits                                                        57,401,996      52,116,255
      Net increase (decrease) in federal funds purchased and
        securities sold under repurchase agreements                                   11,191,821      (3,440,772)
      Advances from Federal Home Loan Bank                                                     -      11,000,000
      Payments of Federal Home Loan Bank advances                                     (5,000,000)              -
      Payments for fractional shares from stock dividend                                       -          (8,519)
                                                                                   --------------  --------------
        Net cash provided by financing activities                                     63,593,817      59,666,964
                                                                                   --------------  --------------
</TABLE>


                                        6
<PAGE>
<TABLE>
<CAPTION>
                 GEORGIA  BANK  FINANCIAL  CORPORATION  AND  SUBSIDIARY
                         Consolidated Statements of Cash Flows
                                      (Unaudited)

                                                              Nine Months Ended September 30,
                                                                 2002                2001
                                                              -----------         -----------
<S>                                                           <C>                 <C>

      Net increase in cash and cash equivalents                 5,503,048           2,156,161

Cash and cash equivalents at beginning of period               15,509,900          25,994,253

                                                              -----------         -----------
Cash and cash equivalents at end of period                    $21,012,948         $28,150,414
                                                              ===========         ===========
Supplemental disclosures of cash paid during the period for:
    Interest                                                  $ 9,058,203         $12,099,752
                                                              ===========         ===========
    Income taxes                                              $ 2,480,000         $ 1,096,406
                                                              ===========         ===========
Supplemental disclosures of noncash investing activities:
    Loan foreclosures transferred to other real estate        $    65,979         $   146,236
                                                              ===========         ===========

See accompanying notes to consolidated financial statements.
</TABLE>


                                        7
<PAGE>
                GEORGIA BANK FINANCIAL CORPORATION AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                               September 30, 2002

Note  1  -  Basis  of  Presentation

The  accompanying  consolidated  financial  statements  include  the accounts of
Georgia Bank Financial Corporation and its wholly-owned subsidiary, Georgia Bank
&  Trust  Company  (the  "Company"  or  the  "Bank").  Significant  intercompany
transactions  and  accounts  are  eliminated  in  the  consolidation.

The  financial statements for the three and nine months ended September 30, 2002
and  2001  are  unaudited  and  have  been  prepared  pursuant  to the rules and
regulations  of the Securities and Exchange Commission.  Certain information and
footnote  disclosures  normally  included  in  financial  statements prepared in
accordance with accounting principles generally accepted in the United States of
America  have  been condensed or omitted pursuant to such rules and regulations.
These  consolidated  financial statements should be read in conjunction with the
audited  consolidated  financial  statements  and  footnotes  included  in  the
Company's  annual  report  on  Form  10-K  for the year ended December 31, 2001.

In  the  opinion  of management, all adjustments necessary to present fairly the
financial  position and the results of operations and cash flows for the interim
periods  have  been made. All such adjustments are of a normal recurring nature.
The results of operations for the three and nine months ended September 30, 2002
are  not  necessarily  indicative of the results of operations which the Company
may  achieve  for  the  entire  year.

Note  2  -  Recent  Accounting  Pronouncements

In  June  2001,  the  FASB  issued  SFAS No. 141, Business Combinations which is
effective  for all business combinations initiated after June 30, 2001. SFAS No.
141  requires  companies  to  account  for  all  business combinations using the
purchase  method  of accounting, recognize intangible assets if certain criteria
are  met,  as  well  as  provide  additional  disclosures  regarding  business
combinations  and  allocation  of  purchase  price.  Because  the  Bank  has not
initiated  any  business  combinations since the effective date of SFAS No. 141,
this  pronouncement  has  not  impacted  the  Bank's  consolidated  financial
statements.

In  June  2001,  the  FASB  issued  SFAS  No. 142, Goodwill and Other Intangible
Assets,  which  eliminates  amortization  of goodwill and intangible assets that
have  indefinite  useful lives and requires annual tests of impairments of those
assets.  SFAS No. 142 also provides specific guidance about how to determine and
measure  goodwill  and  intangible  asset  impairments,  and requires additional
disclosures  of  information  about  goodwill  and  other intangible assets. The
provisions of SFAS No. 142 are required to be applied starting with fiscal years


                                        8
<PAGE>
beginning  after  December  15,  2001  and  applied  to  all  goodwill and other
intangible  assets  recognized  in financial statements at the date of adoption.
Due  to the insignificance of the Bank's intangible assets at December 31, 2001,
the  adoption  of SFAS No. 142 by the Bank did not have a material effect on the
Bank's  consolidated  results  of operations, financial position, or cash flows.

In  June  2001,  the  FASB  issued SFAS No. 143, Accounting for Asset Retirement
Obligations.  SFAS  No.  143  addresses  financial  accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated  asset  retirement  costs. SFAS No. 143 applies to all entities. SFAS
No.  143  applies  to  legal  obligations  associated  with  the  retirement  of
long-lived  assets  that  result from the acquisition, construction, development
and  (or)  the  normal operation of a long lived asset, except for certain lease
obligations.  SFAS  No.  143  is  effective  for financial statements issued for
fiscal  years  beginning  after  June  15,  2002. Management does not expect the
adoption of SFAS No. 143 to have a material effect on its financial condition or
results  of  operations.

In  August  2001, the FASB issued SFAS No. 144, Accounting for the Impairment or
Disposal  of  Long-Lived  Assets,  which  addresses  financial  accounting  and
reporting  for  the impairment of long-lived assets and for long-lived assets to
be  disposed  of.  The  provisions  of  SFAS No. 144 are effective for financial
statements  issued  for  fiscal  years  beginning  after  December 15, 2001. The
Company adopted the provisions of SFAS No. 144 on January 1, 2002.  The adoption
of  SFAS  No.  144  did not have a material impact on the Company's consolidated
financial  statements.

In  April  2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No.
44,  and 64, Amendment of FASB Statement No. 13, and Technical Corrections. SFAS
No.  145  updates, clarifies, and simplifies existing accounting pronouncements.
SFAS No. 145 requires that in certain circumstances previous items classified as
extraordinary  that do not meet the criteria in Opinion 30 must be reclassified.
The  Statement  is  effective  for  fiscal  years  beginning after May 15, 2002.
Management  does  not  expect  the  adoption  of SFAS No. 145 to have a material
effect  on  the  Company's  financial  condition  or  results  of  operations.

In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit  or  Disposal  Activities.  SFAS No. 146 addresses financial accounting and
reporting  for  costs associated with exit or disposal activities.  SFAS No. 146
requires  recognition  of  a  liability  for  a  cost associated with an exit or
disposal  activity when the liability is incurred, as opposed to when the entity
commits  to  an  exit  plan under EITF Issue No. 94-3. SFAS No. 146 is effective
prospectively for exit or disposal activities initiated after December 31, 2002.
Management  does not anticipate that SFAS No. 146 will have a material impact on
the  Company's  financial  condition  or  results  of  operations.

In October 2002, the FASB issued SFAS No. 147, Acquisitions of Certain Financial
Institutions.  SFAS  No.  147  removes  financial  acquisitions  of  financial
institutions  from  the  scope  of  both  SFAS  No.  72, "Accounting for Certain


                                        9
<PAGE>
Acquisitions  of  Banking or Thrift Institutions, and FASB Interpretation No. 9,
"Applying  APB  Opinions  No. 16 and 17 When a Savings and Loan Association or a
Similar  Institution  is Acquired in a Business Combination Accounted for by the
Purchase  Method"  and  requires  that  those  transactions  be accounted for in
accordance  with  FASB  Statements No. 141, "Business Combinations, and No. 142,
"Goodwill  and  Other Intangible Assets".  In addition, SFAS No. 147 amends SFAS
No.  144,  "Accounting  for the Impairment or Disposal of Long-Lived Assets", to
include  in  its  scope  long-term  customer-relationship  intangible  assets of
financial  institutions  such as depositor- and borrower-relationship intangible
assets  and  credit  cardholder  intangible  assets.   SFAS No. 147's transition
provisions  require  affected  institutions  to  reclassify  their  SFAS  No. 72
goodwill  as  SFAS No. 142 goodwill as of the date the Company initially applied
SFAS  No.  142  in  its  entirety.  The adoption of SFAS No. 147 will not have a
material  impact  on the Company's financial condition or results of operations.



Note  3  -  Comprehensive  Income

Other  comprehensive income for the Company consists of net unrealized gains and
losses on investment securities. Total comprehensive income for the three months
ended  September  30,  2002  was $2,131,480 compared to $2,267,868 for the three
months ended September 30, 2001.  Total comprehensive income for the nine months
ended  September  30,  2002  was  $5,191,838 compared to $5,005,938 for the nine
months  ended  September  30,  2001.


                                       10
<PAGE>
Item  2.  Management's  Discussion  and  Analysis  of  Financial  Condition  and
          Results  of  Operations

Forward-Looking  Statements
---------------------------

Georgia  Bank Financial Corporation (the "Company") may, from time-to-time, make
written  or  oral  forward-looking statements, including statements contained in
the  Company's  filings  with  the  Securities  and  Exchange  Commission  (the
"Commission")  and  its  reports  to  shareholders.  Statements  made  in  such
documents,  other  than  those  concerning  historical  information,  should  be
considered forward-looking and subject to various risks and uncertainties.  Such
forward-looking  statements  are  made based upon management's belief as well as
assumptions made by, and information currently available to, management pursuant
to  "safe  harbor" provisions of the Private Securities Litigation Reform Act of
1995.  The  Company's  actual  results  may  differ  materially from the results
anticipated in forward-looking statements due to a variety of factors, including
governmental  monetary  and  fiscal  policies, deposit levels, loan demand, loan
collateral  values,  securities  portfolio  values,  and  interest  rate  risk
management;  the  effects  of  competition  in  the  banking business from other
commercial  banks,  savings  and  loan  associations,  mortgage  banking  firms,
consumer finance companies, credit unions, securities brokerage firms, insurance
companies,  money market mutual funds and other financial institutions operating
in  the  Company's  market  area and elsewhere, including institutions operating
through the Internet; changes in governmental regulation relating to the banking
industry,  including regulations relating to branching and acquisitions; failure
of  assumptions  underlying  the  establishment  of  reserves  for  loan losses,
including  the  value  of  collateral  underlying  delinquent  loans,  and other
factors.  The Company cautions that such factors are not exclusive.  The Company
does not undertake to update any forward-looking statement that may be made from
time  to  time  by,  or  on  behalf  of,  the  Company.

Critical  Accounting  Policies
------------------------------

In  reviewing  and  understanding financial information provided by the Company,
you  are  encouraged  to read and understand the significant accounting policies
which  are  used  in  preparing  the  consolidated  financial  statements of the
Company.  These  policies  are described in Note 1 to the consolidated financial
statements which are presented in the Company's 2001 annual report on Form 10-K.
Of these policies, management believes that the accounting for the allowance for
loan  losses  is  among  the  most  critical.

The  allowance  for  loan  losses  is  based on a loan classification system and
consists of three components: the general allowance, a specific allowance and an
unallocated  allowance.  The  general allowance is calculated based on estimates
of  inherent  losses  which  probably exist as of the evaluation date.  The loss
percentages  used  for  this  portion  of  the  portfolio,  which  has  not been
identified  as problem loans, are generally based on historical factors adjusted
when  necessary  for  qualitative  factors.  The general allowance for losses on
problem  loans  is  based on a review and evaluation of these loans, taking into
consideration  financial  condition  and  strengths  of  the  borrower,  related
collateral,  cash  flows  available  for  debt repayment, and known and expected
trends  and  conditions.  General  loss  percentages  for  problem  loans  are


                                       11
<PAGE>
determined  based  upon  historical loss experience and regulatory requirements.
For  loans  considered  impaired,  specific allowances are provided in the event
that  the  individual  collateral  analysis on each impaired loan indicates that
there  would  be  loss upon liquidation of collateral based on the fair value of
the  collateral  if the loan is collateral dependent, or if the present value of
expected  future cash flows is less than the loan balance.  In addition to these
allocated  allowances,  the  Company has established an unallocated allowance of
$10,000  at  September 30, 2002.  Additions to the allowance for loan losses are
made  periodically  to maintain the allowance at an appropriate level based upon
management's  analysis  of  potential  risk  in  the  loan  portfolio.

Losses  on  loans  result  from  a broad range of causes, from borrower-specific
problems  to  industry  issues  to  the impact of the economic environment.  The
identification  of  the  factors that lead to default or non-performance under a
loan  agreement  and  the  estimation  of  loss  in  these  situations  is  very
subjective.  In addition, a dramatic change in the performance of one or a small
number of borrowers can have a significant impact in the estimate of losses.  As
described  further  below,  management  has  implemented a process that has been
applied  consistently  to systematically consider the many variables that impact
the  estimation  of  the  allowance  for  loan  losses.

Performance  Overview  --  Net  Income
--------------------------------------

The  Company's net income for the third quarter of 2002 was $1,661,000 which was
an  increase  of  $423,000  (34.2%) compared to net income of $1,238,000 for the
third  quarter  of  2001.  Basic net income per share for the three months ended
September  30,  2002  was  $0.70  compared  to  $0.52 for the three months ended
September  30,  2001.  Net  income  for  the  first  nine  months  of  2002  was
$4,379,000,  an  increase  of  $1,140,000 (35.2%) when compared to net income of
$3,239,000  for  the  first nine months of 2001.  Basic net income per share for
the  nine  months  ended  September 30, 2002 was $1.84 compared to $1.36 for the
nine  months  ended September 30, 2001.  The increase in net income for both the
three  and  nine months ended September 30, 2002 compared to the same periods in
2001  was  primarily  a  result  of an increase in gain on sales of loans in the
secondary  market  due  to increased home purchases and refinancing activity, an
increase  in  income  from  the  Bounce  overdraft protection program, a product
introduced  in  late  2001,  and an increase in net interest income.  Due to the
lower  interest  rates,  the  Bank  experienced  decreases in both loan interest
income  and  deposit  interest  expense  for  the  three  and  nine months ended
September  30,  2002  compared  to the three and nine months ended September 30,
2001.  However,  the  decrease  in interest expense on deposits was greater than
the decrease in loan interest income. Interest income from investment securities
increased due to higher volume.  The income growth discussed above for the three
and  nine  months ended September 30, 2002, was partially offset by increases in
salaries and employee benefits expenses due to higher commissions related to the
secondary  mortgage  market  volume, increased personnel to support growth, 401K
employer  contributions,  incentive  compensation,  and  deferred  compensation
expense.  For the three and nine months ended September 30, 2002 compared to the
three  and  nine  months  ended September 30, 2001, there was an increase in the
provision  for  loan  losses  due  to  the  Company's  increased loan volume and


                                       12
<PAGE>
classified  loans.  Increase  in other operating expenses is due to increases in
various  areas  resulting  from  growth,  with  the  largest  increases noted in
processing,  marketing,  business  development,  professional  fees, loan costs,
contributions,  and  operational  losses  due to a prepayment penalty of $94,000
resulting  from  the  early  pay  off  of  a  fixed  rate  FHLB  advance.

The  annualized  return on average assets for the Company was 1.14% for the nine
months ended September 30, 2002, compared to .99% for the same period last year.
The  annualized  return  on average stockholders' equity was 13.92% for the nine
months  ended September 30, 2002 compared to 11.86% for the comparable period in
2001.

Total  assets  of  $550.6  million at September 30, 2002 reflects an increase of
$69.1  million  (14.34%)  from  year-end  2001  and an increase of $79.6 million
(16.9%)  over  September  30, 2001.  The growth in total assets has been largely
due  to  growth in the loan and investment portfolios.  Total loans at September
30,  2002  were $382.8 million representing an increase of $43.1 million (12.7%)
from  December  31, 2001 and an increase of $57.6 million (17.7%) from September
30,  2001.  Investment  securities increased $21.5 million (19.4%) from December
31,  2001  and  $29.9  million  (29.1%)  from  September  30,  2001.

Total  deposits  have  grown  $57.4  million (15.6%) since December 31, 2001 and
$63.5  million  (17.5%) since September 30, 2001.  Additionally, securities sold
under  repurchase agreements have increased $11.2 million (34.5%) since December
31,  2001  and  $15.0 million (52.3%) since September 30, 2001.  The Company has
decreased  its  advances from the Federal Home Loan Bank by $5.0 million (14.3%)
since  December  31,  2001  and  September  30,  2001.

Net  Interest  Income
---------------------

Net  interest  income  increased  $652,000  (14.3%) in the third quarter of 2002
compared  to the third quarter of 2001 and $2.1 million (16.5%) during the first
nine  months  of 2002 compared to the same period in 2001.  Despite increases in
loan  volume,  interest  income  on  loans  decreased  $402,000  (6.0%)  for the
three-month  period  and  $2.0  million  (9.8%) for the nine-month period due to
lower  interest  rates  in  2002.  Interest  income  on  investment  securities
increased  $187,000  (12.5%)  and $881,000 (21.1%) for the three and nine-months
periods  ended September 30, 2002, respectively, compared to the same periods in
2001  due  to  higher  volume.  Interest  income on federal funds sold decreased
primarily  due  to  the lower federal funds interest rate.  Despite increases in
deposit volumes, interest expense on deposits decreased $1.0 million (32.0%) and
$3.5 million (35.2%) during the three and nine-month periods ended September 30,
2002,  respectively,  compared to the same periods in 2001 due to lower interest
rates  during  2002.  Interest  expense  for  securities  sold  under repurchase
agreements  increased  for  the third quarter of 2002 as compared with the third
quarter  of  2001,  due to the higher average volume during the third quarter of
2002.  For the first nine months of 2002 as compared to the first nine months of
2001,  interest expense on securities sold under repurchase agreements decreased
$131,000  (21.9%)  due  to  the lower interest rates, despite the higher volume.


                                       13
<PAGE>
Increases  in  other  borrowings  interest  expense  in both the three-month and
nine-month  periods  ended  September  30,  2002  of $17,000 (3.6%) and $189,000
(14.7%),  respectively,  compared  to  the  same  periods  in  2001  are  due to
additional  advances  obtained  from  the  Federal  Home  Loan Bank in May 2001.

The  Company's  net  interest  margin for the three months and nine months ended
September  30,  2002  was  4.02%  and 4.03%, respectively, compared to 4.15% and
4.14%  for  the  three  and  nine months ended September 30, 2001, respectively.

Noninterest  Income
-------------------

Noninterest  income  for  the  respective periods in 2002 increased $1.2 million
(61.5%)  compared  to  the  three-month period ended September 30, 2001 and $3.0
million (58.2%) compared to the nine-month period ended September 30, 2001.  The
increase  for  both  periods in noninterest income was primarily attributable to
increases  in gain on sale of mortgage loans in the secondary market of $574,000
(52.5%)  over  the  third  quarter  2001  and $1.5 million (58.3%) over the nine
months  ended  September  30, 2001.  These increases are attributable to the low
interest  rates  resulting  in higher levels of home purchases and refinancings.
Service  charges  and fees on deposits increased $479,000 (75.6%) from the third
quarter  2001  and  increased  $1.3  million  (66.0%) over the nine months ended
September  30,  2001,  due primarily to the Bounce overdraft protection program,
introduced  in  October  2001, as well as increases in deposit account balances.
Gain  on  sale of investment securities increased $114,000 (3077.6%) compared to
the  three-month  period ended September 30, 2001 and $152,310 (814.4%) compared
to  the  nine-month  period  ended  September  30,  2001.

Noninterest  Expense
--------------------

Noninterest  expense  for  the  respective  periods  in  2002 increased $819,000
(19.4%)  from  the third quarter of 2001 and increased $2.6 million (22.2%) over
the  first nine months of 2001. Salary expense increased $257,000 (12.3%) in the
third  quarter  of  2002  compared  to  the  third quarter of 2001 and increased
$879,000  (15.3%)  for  the  nine  month  period  ended  September 30, 2002 when
compared  to  the nine months ended September 30, 2001.  The increases in salary
expense  for  both the quarter and nine-month period are primarily the result of
increased mortgage commissions directly related to the secondary mortgage market
volume, the additional personnel for the Furys Ferry branch opened in June 2001,
and overall Company growth. Employee benefits expense increased $154,000 (27.5%)
over  the  third quarter of 2001 and $638,000 (39.2%) over the first nine months
of  2001,  primarily due to additional 401K expense, incentive compensation, and
deferred  compensation  expense.  Increases in premises and fixed assets expense
of  $20,000  (3.7%) over the third quarter of 2001 and $186,000 (12.2%) over the
comparable  nine  months  of  2001  primarily resulted from depreciation expense
associated  with  the  Furys Ferry branch, the core software system installed in
May  2001,  as  well  as,  the  network  upgrade  and  new  personal  computers
installations  in May 2002. The increase in other operating expenses of $388,000
(37.8%) over the three months ended September 30, 2001 and $931,000 (31.6%) over
the  nine  months  ended  September  30,  2001 are primarily due to increases in
processing  expense,  primarily  due to the Bounce overdraft protection program,


                                       14
<PAGE>
increases  in  business  development  expenses  primarily  due  to the Company's
celebration  of  reaching  $500  million  in  total  assets,  professional  fees
primarily related to FDICIA internal control expense and advisory and consulting
fees,  and  operational  losses  related  to  a  Federal  Home Loan Bank advance
prepayment  fee.

Income  Taxes
-------------

Income tax expense in the third quarter of 2002 totaled $842,000, an increase of
$211,000  over  the third quarter of 2001.  Income tax expense of $2,234,000 for
the  first  nine  months  of  2002  reflects  an  increase  of $641,000 over the
comparable  nine  month  period  in  2001.  The  effective tax rate for the nine
months ended September 30, 2002 and 2001 was 33.8% and 33.0%, respectively.  The
increase  in the effective tax rate is primarily due to a decrease in tax-exempt
income.  Income  taxes  are  estimated  on  a  quarterly  basis.

Asset  Quality
--------------

Table  1  shows  the  current and prior period amounts of non-performing assets.
Non-performing  assets were $2.8 million at September 30, 2002, compared to $2.0
million  at December 31, 2001 and $1.7 million at September 30, 2001.  The ratio
of  non-performing  assets  to  total  loans  and other real estate was 0.74% at
September  30,  2002,  compared  to  0.58%  at  December  31,  2001 and 0.53% at
September  30,  2001.  The  control  and  monitoring  of  non-performing  assets
continues  to  be  a  priority  of  management.

Loans  past due 90 days or more and still accruing were $60,000 at September 30,
2002  compared  to  $0  at  December  31, 2001 and $5,000 at September 30, 2001.

Allowance  for  Loan  Losses
----------------------------

The  allowance  for loan losses represents a reserve for probable loan losses in
the  loan portfolio.  The adequacy of the allowance for loan losses is evaluated
periodically  based  on  a  review  of  all  significant  loans, with particular
emphasis  on  impaired,  non-accruing, past due, and other loans that management
believes require special attention.  The determination of the allowance for loan
losses  is  considered  a  critical  accounting  policy  of  the Company.  For a
discussion  of  our  methodology  in  determining  the  allowance, see "Critical
Accounting  Policies"  above.

When  reviewing  the allowance for loan losses, it is important to understand to
whom  the Company lends.  At September 30, 2002, the loan portfolio is comprised
of  70.0%  real  estate  loans,  of  which  20.6%  constitutes  construction and
acquisition and development loans.  Commercial, financial and agricultural loans
comprise  17.3%,  and  consumer  loans  comprise  12.7% of the portfolio.   Loan
concentration  in the construction and acquisition and development portfolio are
inherently  an  above average lending risk.  Additionally, the large increase in
local  and national rates for personal and business bankruptcies in 2001 and the
probability that they will continue to increase in 2002 due to the lag time of a
recession's  impact  on community banks, coupled with the higher unemployment in


                                       15
<PAGE>
the  Augusta-Aiken  MSA  compared  to  others in the state has been evaluated in
determining  the  Company's  economic  and  market  risk  factor  reserves.

A  provision for losses in the amount of $789,000 was charged to expense for the
quarter  ended  September  30,  2002  compared to $405,000 for the quarter ended
September 30, 2001.  The increase in the provision for loan losses for the third
quarter  of  2002 as compared with the third quarter of 2001 is due to increased
loan  volume  and  an  increase  in  classified  loans.  The  Bounce  overdraft
protection  provision  was $71,000 for the three months ended September 30, 2002
compared  to  $0  for  the  three  months  ended  September 30, 2001, due to the
introduction of the Bounce overdraft protection program in late October of 2001.

At  September 30, 2002 the ratio of allowance for loan losses to total loans was
1.61%  compared  to  1.50% at December 31, 2001 and 1.46% at September 30, 2001.
Management  considers  the  current  allowance for loan losses appropriate based
upon  its analysis of the potential risk in the portfolio, although there can be
no  assurance  that the assumptions underlying such analysis will continue to be
correct.

Liquidity  and  Capital  Resources
----------------------------------

The  Company's  liquidity  remains  adequate  to meet operating and loan funding
requirements.  The  loan  to  deposit  ratio  at  September  30,  2002 was 89.7%
compared  to  92.0% at December 31, 2001 and 89.6% at September 30, 2001.  Loans
increased  $57.6  million  from  September 30, 2001 and $46.8 million during the
first  nine months of 2002 while deposits increased $63.5 million from September
30, 2001 and increased $57.4 million during the first nine months of 2002.   The
Company  also  uses  Federal Home Loan Bank borrowings and securities sold under
repurchase  agreements  to  fund  loan  growth.  The Company maintains a line of
credit  with  the  Federal  Home Loan Bank approximating 10% of the Bank's total
assets.  Federal  Home  Loan  Bank advances are collateralized by eligible first
mortgage  loans,  and  specific  commercial loans. There was a Federal Home Loan
Bank  advance  $5.0  million  prepayment since September 2001 and December 2001.
Securities  sold  under  repurchase  agreements  increased  $15.0  million  from
September  30,  2001  and  increased  $11.2 million from December 31, 2001.  The
Company  has  federal  funds  purchased  accommodations  with  The Bankers Bank,
Atlanta,  Georgia,  for  advances  up  to  $12,800,000  and  with SunTrust Bank,
Atlanta,  Georgia,  for  advances  up  to  $10,000,000.  The  Company  maintains
repurchase  lines  of  credit with SunTrust Robinson Humphrey, Atlanta, Georgia,
for  advances  up to $10,000,000 and with The Bankers Bank, Atlanta, Georgia, up
to  $10,000,000.  Additionally,  liquidity  needs  can  be  satisfied  by  the
structuring  of  the  maturities  of  investment  securities and the pricing and
maturities  on  loans  and  deposits  offered  to  customers.

Shareholders'  equity to total assets was 8.2% at September 30, 2002 compared to
8.4%  at September 30, 2001 and 8.3% at December 31, 2001.  This decrease in the
ratio  is  reflective  of the growth experienced by the Company.  The capital of
the  Company  and  the  Bank  exceeded  all  required  regulatory  guidelines at
September  30,  2002.  The  Company's  Tier  1  risk-based, total risk-based and


                                       16
<PAGE>
leverage  capital  ratios  were  10.07%,  11.32%,  and  7.97%,  respectively, at
September  30,  2002.  Table  2  which  follows  reflects the current regulatory
capital levels in more detail, including comparisons to the regulatory minimums.

Management  is  not  aware  of  any  events or uncertainties that are reasonably
likely  to  have a material effect on the Company's liquidity, capital resources
or  operations.

Commitments  and  Contractual  Obligations
------------------------------------------

The Bank is a party to lines of credit with off-balance sheet risk in the normal
course  of  business  to  meet  the  financing needs of its customers.  Lines of
credit are unfunded commitments to extend credit.  These instruments involve, in
varying  degrees,  exposure  to  credit  and interest rate risk in excess of the
amounts  recognized  in the financial statements.  The Bank's exposure to credit
loss  in  the  event  of  nonperformance  by  the  other  party to the financial
instrument  for  unfunded  commitments to extend credit and letters of credit is
represented  by the contractual amount of those instruments.  The Bank evaluates
construction  and acquisition and development loans for the percentage completed
before  extending  additional credit.  The Bank follows the same credit policies
in  making  commitments  and  conditional  obligations as it does for on-balance
sheet  instruments.

Unfunded commitments to extend credit where contract amounts represent potential
credit  risk  totaled  $71,623,000 at September 30, 2002.  These commitments are
primarily  at  variable  interest  rates.

The  Company's  commitments  are  funded  through  internal  funding  sources of
scheduled  repayments of loans and sales and maturities of investment securities
available  for  sale  or external funding sources through acceptance of deposits
from  customers  or  borrowings  from  other  financial  institutions.

The  following table is a summary of the Company's commitments to extend credit,
commitments  under  contractual  leases  as  well  as  the  Company' contractual
obligations,  consisting  of deposits, FHLB advances, which are subject to early
termination  options,  and  borrowed  funds by contractual maturity date for the
next  five  years.

<TABLE>
<CAPTION>
       Commitments and            Due in       Due in       Due in       Due in       Due in
   Contractual Obligations        1 Year       2 Years      3 Years      4 Years      5 Years
-----------------------------  ------------  -----------  -----------  -----------  -----------
<S>                            <C>           <C>          <C>          <C>          <C>
Lines of credit                $ 71,623,000            -            -            -            -
Lease agreements                    130,051      128,268       33,969       21,560       12,575
Deposits                        203,351,839   74,262,676   62,430,821   24,996,648   25,675,424
Securities sold under
  repurchase agreements          43,648,204            -            -            -            -
Other borrowings                  1,000,000            -            -            -            -
                               ------------  -----------  -----------  -----------  -----------
  Total commitments and
    contractual obligations    $319,753,094  $74,390,944  $62,464,790  $25,018,208  $25,687,999
                               ============  ===========  ===========  ===========  ===========
</TABLE>


                                       17
<PAGE>
Although management regularly monitors the balance of outstanding commitments to
fund  loans  to  ensure  funding  availability should the need arise, management
believes  that  the  risk  of  all customers fully drawing on all these lines of
credit  at  the  same  time  is  remote.

Effects  of  Inflation  and  Changing  Prices
---------------------------------------------

Inflation  generally  increases  the cost of funds and operating overhead and to
the  extent  loans  and  other  assets  bear  variable rates, the yields on such
assets.  Unlike  most  industrial  companies,  virtually  all  of the assets and
liabilities  of  a  financial  institution are monetary in nature.  As a result,
interest  rates generally have a more significant impact on the performance of a
financial institution than the effects of general levels of inflation.  Although
interest  rates  do  not  necessarily move in the same direction and to the same
extent  as  the  prices  of goods and services, increases in inflation generally
have  resulted in increased interest rates.  In addition, inflation can increase
a  financial  institution's  cost  of  goods and services purchased, the cost of
salaries  and  benefits,  occupancy  expense  and  similar items.  Inflation and
related  increases  in  interest  rates  generally  decrease the market value of
investments  and  loans  held  and may adversely affect liquidity, earnings, and
stockholders'  equity.  Mortgage  originations  and refinancings tend to slow as
interest  rates  increase,  and  can  reduce  the  Company's  earnings from such
activities  and  the  income  from the sale of residential mortgage loans in the
secondary  market.


                                       18
<PAGE>
TABLE  1
--------

                GEORGIA BANK FINANCIAL CORPORATION AND SUBSIDIARY
                           CONSOLIDATED FINANCIAL DATA
                             (Dollars in Thousands)
                                   (Unaudited)

                                            Nine  Months  Ended  September  30,
                                            -----------------------------------
PROFITABILITY                                  2002                    2001
-------------                                 -------                 -------

Return on average assets *                      1.14%                    .99%

Return on average equity *                     13.92%                  11.86%

ALLOWANCE FOR LOAN LOSSES
-------------------------

Beginning balance, January 1                  $5,109                  $4,143
Provision charged to expense                   1,874                   1,200
Recoveries                                       380                     125
Loans charged off                              1,217                     712
                                              -------                 -------
Ending balance, September 30                  $6,146                  $4,756
                                              =======                 =======

<TABLE>
<CAPTION>
NON-PERFORMING ASSETS        September 30, 2002   December 31, 2001   September 30, 2001
---------------------
<S>                          <C>                  <C>                 <C>
Non-accrual loans            $             2,840  $            1,955  $             1,587
Other real estate owned                        0                   0                  130
                             -------------------  ------------------  -------------------
Total non-performing assets  $             2,840  $            1,955  $             1,717
                             ===================  ==================  ===================


LOANS PAST DUE 90 DAYS OR
MORE AND STILL ACCRUING      $                60  $                0  $                 5
                             ===================  ==================  ===================

<FN>
*  Annualized
</TABLE>


                                       19
<PAGE>
TABLE  2
--------

                       Georgia Bank Financial Corporation
                                       and
                           Georgia Bank & Trust Company
                         Regulatory Capital Requirements
                                September 30, 2002
                             (Dollars In Thousands)


                            Actual           Required          Excess
                       Amount   Percent   Amount  Percent   Amount  Percent
                       -----------------  ----------------  ---------------
Georgia Bank Financial Corporation

Risk-based capital:
  Tier 1 capital       $42,966    10.07%  17,073     4.00%  25,893     6.07%
  Total capital         48,311    11.32%  34,146     8.00%  14,165     3.32%
Tier 1 leverage ratio   42,966     7.97%  21,559     4.00%  21,407     3.97%


Georgia Bank & Trust Company

Risk-based capital:
  Tier 1 capital       $41,245     9.70%  17,007     4.00%  24,238     5.70%
  Total capital         46,570    10.95%  34,014     8.00%  12,556     2.95%
Tier 1 leverage ratio   41,245     7.68%  21,493     4.00%  19,752     3.68%


                                       20
<PAGE>
Item  3.  Quantitative and Qualitative Disclosures About Market Risk

As of September 30, 2002, there were no substantial changes in the interest rate
sensitivity  analysis or the sensitivity of market value of portfolio equity for
various  changes  in  interest  rates  calculated  as of December 31, 2001.  The
foregoing  disclosures  related to the market risk of the Company should be read
in  conjunction  with  the  Company's audited consolidated financial statements,
related  notes  and  management's discussion and analysis of financial condition
and  results  of operations for the year ended December 31, 2001 included in the
Company's  2000  Annual  Report  on  Form  10-K.

Item  4.  Controls  and  Procedures

Within  90  days  prior  to  the date of this report, the Company carried out an
evaluation,  under  the  supervision and with the participation of the Company's
management,  including the Company's Chief Executive Officer and Chief Operating
Officer  (who  serves  as  the  Company's  principal  financial officer), of the
effectiveness  of  the design and operation of the Company's disclosure controls
and  procedures  pursuant  to  Exchange  Act  Rule  13a-14.  Based  upon  that
evaluation,  the  Company's  Chief Executive Officer and Chief Operating Officer
concluded that the Company's disclosure controls and procedures are effective in
timely  alerting them to material information relating to the Company (including
its  consolidated subsidiaries) that is required to be included in the Company's
periodic  filings  with the Securities and Exchange Commission.  There have been
no  significant  changes in the Company's internal controls or, to the Company's
knowledge,  in  other  factors  that  could  significantly affect those internal
controls  subsequent  to  the  date  the Company carried out its evaluation, and
there  have  been no corrective actions with respect to significant deficiencies
and  material  weaknesses.


                                       21
<PAGE>
                                     PART II
                                OTHER INFORMATION


Item  1.  Legal  Proceedings

          There  are  no material pending legal proceedings to which the Company
          or  any  of  its  subsidiaries  is  a  party  or of which any of their
          property  is  subject.

Item  2.  Changes  In  Securities

          Not  applicable

Item  3.  Defaults  Upon  Senior  Securities

          Not  applicable

Item  4.  Submission of Matters to a Vote of Security Holders

          None

Item  5.  Other  Information

          None

Item  6.  Exhibits  and  Reports  On  Form  8-K

          (a)  Exhibits

               3.1  Articles  of  Incorporation  of the Company (incorporated by
               reference  from the Company's registration statement on Form SB-2
               filed  August  20,  1997  (Registration  No.  333-34037)).

               3.2  Bylaws  of  the  Company  (Incorporated  by reference to the
               Company's  Form  10-KSB,  dated  April  29,  1994).

          b)   Reports on Form 8-K

               None


                                       22
<PAGE>
                       GEORGIA BANK FINANCIAL CORPORATION
                              Form 10-Q Signatures


     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
registrant  caused  this  report  to be signed on its behalf by the undersigned,
thereunto  duly  authorized.

                                         GEORGIA BANK FINANCIAL CORPORATION



Date:  November 8, 2002                  By:  /s/  Ronald L. Thigpen
       -----------------                     -----------------------------------
                                             Ronald L. Thigpen
                                             Executive Vice President, Chief
                                             Operating Officer (Duly Authorized
                                             Officer of Registrant and Principal
                                             Financial Officer)


Each of the undersigned hereby certifies that this Quarterly Report on Form 10-Q
complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended, and the information contained in such report
fairly represents, in all material respects, the financial condition and results
of operations of the Company.

This 8th day of November, 2002.

/s/  R.  Daniel  Blanton
------------------------
R.  Daniel  Blanton
President  &
Chief  Executive  Officer
(Principal  executive  officer)

/s/  Ronald  L.  Thigpen
------------------------
Ronald  L.  Thigpen
Executive Vice President &
Chief Operating Officer
(Principal financial officer)


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<PAGE>
                                  Certification

I,  R.  Daniel  Blanton,  certify  that:

1.   I  have  reviewed  this  quarterly  report  on  Form  10-Q  of Georgia Bank
     Financial  Corporation;

2.   Based  on  my  knowledge, this quarterly report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  quarterly  report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included  in  this  quarterly  report,  fairly  present in all
     material  respects  the financial condition, results of operations and cash
     flows  of  the  registrant  as  of,  and for, the periods presented in this
     quarterly  report;

4.   The  registrant's  other  certifying  officer  and  I  are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during  the  period  in  which this quarterly
          report  is  being  prepared;

     b)   evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  quarterly  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  quarterly  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

5.   The  registrant's  other  certifying officer and I have disclosed, based on
     our  most  recent  evaluation,  to  the registrant's auditors and the audit
     committee  of  registrant's  board  of directors (or persons performing the
     equivalent  function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and

     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls;  and


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<PAGE>
6.   The  registrant's  other  certifying  officer  and I have indicated in this
     quarterly  report whether or not there were significant changes in internal
     controls  or  in  other  factors  that  could significantly affect internal
     controls  subsequent  to  the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date:  November 8, 2002



     /s/  R.  Daniel  Blanton
     -----------------------------------
     President & Chief Executive Officer



                                       25
<PAGE>
                                  Certification


I, Ronald L. Thigpen, certify that:

1.   I  have  reviewed  this  quarterly  report  on  Form  10-Q  of Georgia Bank
     Financial  Corporation;

2.   Based  on  my  knowledge, this quarterly report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  quarterly  report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included  in  this  quarterly  report,  fairly  present in all
     material  respects  the financial condition, results of operations and cash
     flows  of  the  registrant  as  of,  and for, the periods presented in this
     quarterly  report;

4.   The  registrant's  other  certifying  officer  and  I  are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during  the  period  in  which this quarterly
          report  is  being  prepared;

     b)   evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  quarterly  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  quarterly  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

5.   The  registrant's  other  certifying officer and I have disclosed, based on
     our  most  recent  evaluation,  to  the registrant's auditors and the audit
     committee  of  registrant's  board  of directors (or persons performing the
     equivalent  function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and


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<PAGE>
     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls;  and

6.   The  registrant's  other  certifying  officer  and I have indicated in this
     quarterly  report whether or not there were significant changes in internal
     controls  or  in  other  factors  that  could significantly affect internal
     controls  subsequent  to  the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date:  November 8, 2002



     /s/  Ronald  L.  Thigpen
     -----------------------------
     Executive Vice President &
     Chief Operating Officer
     (Principal Financial Officer)


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